Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.
Option Consideration has the meaning set forth in Section 3.3(a).
Initial Consideration has meaning ascribed by Clause 4.1;
Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Earnout Consideration has the meaning specified in Section 2.05(a).
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Additional Consideration has the meaning set forth in Section 3.2.
Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.
Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Stock Consideration has the meaning set forth in Section 2.01(c).
Cash Consideration has the meaning set forth in Section 2.2.
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Equity Consideration has the meaning set forth in Section 2.02.
Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.
Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Prepayment Consideration shall have the meaning set forth in Section 2.3.1.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Base Merger Consideration means $1,200,000,000.
Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).